Corporate Governance

Whistle-Blowing Programme

Introduction

The Company is committed to maintaining the best employment practices and the highest standards of openness, probity, accountability and corporate governance. To achieve accountability and transparency, the Company is adopting a programme which provides a mechanism to enable employees of the Company and its subsidiary/associate companies (collectively known as the “Group”) and any other persons, to communicate their concerns over malpractice or wrongdoing within the Group, in a responsible and effective manner.

The Programme is designed to provide guidance to enable employees of the Group and any other persons, to enable them to raise concerns internally, and at a high level and to disclose information which the individual believes shows malpractice or improprieties. When an individual discovers information which he/she believes involves serious malpractice or wrongdoing within the Group, then this information should be disclosed internally without fear of reprisal, and there should be arrangements to enable this to be done independently of line management.

It should be emphasised that this Programme is intended to assist individuals who believe they have discovered fraudulent activities, malpractices or improprieties. It is not designed to question financial or business decisions taken by the Company nor should the Company use this to reconsider any matters which have already been addressed under harassment, complaint, disciplinary or other procedures. Once the “whistle-blowing” procedures are in place, it is reasonable to expect employees and any other persons to use them rather than air their complaints outside the Group

Objectives

The objectives of the Programme are:

To communicate the Company's expectations of employees of the Group (hereinafter referred to as "employee(s)") in detecting fraudulent activities or malpractices;
To guide employees and any other persons on the course of action when addressing their concerns or suspicions of fraudulent activities or malpractices;
To provide a process for investigations and management reporting; and
To establish the policies for protecting whistle-blowers against reprisal by any person internal or external to the Group.

Types of Action Covered by Programme

This Programme is intended to deal with concerns about wrongdoings that fall within the following activities:

Financial malpractice or impropriety
Fraud or corruption or any dishonest act
Criminal activity including forgery or falsification of and alteration to Company documents/accounts
Breach of legal obligation (including negligence, breach of contracts)
Danger of destruction to and unsafe practices in the work environment
Improper conduct or unethical behaviour (eg, disclosure of confidential and proprietary information to party(ies) without prior authorization and a need-to-know basis; accepting/seeking anything of material value from business associates eg. Vendors)
Attempts to conceal any of the above
Any other similar or related inappropriate conduct or activities that might lead to other damaging implications to the Group.

The above list is not exhaustive.

Scope of Programme

This Programme applies to any of the above actions involving employees, vendors/contractors, consultants, and/or any other parties whom the Group has a business relationship with.

Programme

All employees and any other persons are highly encouraged to highlight any suspicion of fraudulent or inappropriate activities and malpractices within the Group and bringing them immediately to the attention of the Chairman of Audit Committee (“AC”) and staff/personnel related matters are to be brought to the attention of HR Manager.

All reports of any of the above actions will be attended to with a full-scale investigation by an Investigation Committee appointed by the CEO or his designate.

All personnel must provide full cooperation and support to the Investigation Committee.

The Company views whistle-blowing seriously and acts on the following where necessary:

Not allow the person “blowing the whistle” to be victimized;
Treat victimization of whistle-blowers as a serious matter that may lead to disciplinary action including dismissal; and
Take disciplinary action if any employee destroys or conceals evidence of poor or unacceptable practices or misconduct or makes untrue allegations.

The employee or any other person who has reported a suspicion of fraudulent activities or malpractices in good faith and in compliance with the provisions of this Programme shall not be prejudiced in his position in any way as a result of the reporting.

This Programme is not intended for personal complaints or for employees or any other persons to seek personal gain or who otherwise do not act in good faith and the Company will not tolerate any such malicious acts. Disciplinary action(s) including that of highlighting the matter to the relevant authorities may be taken against such informant(s).

Process (Appendix A)

All employees and any other persons are responsible for reporting any fraudulent practices and inappropriate activities within the Group and bringing them immediately to the attention of the Chairman of AC and staff/personnel related matters to, HR Manager, via any of the following:

By contacting the office of HR or HR Manager (Telephone number: 6347 2152)
By email to office of HR (amy.lim@tiongseng.com.sg) or office of Chairman of AC (amos.ong@a3capital-asia.com)
By surface mail for the attention of the Chairman of AC or HR Manager at the following address: 30A Kallang Place, #04-01 to 04-11, Singapore 339213

The report should be factual and contain as much information as possible to facilitate proper assessment and urgency of investigative procedures.

Once whistle-blowing is initiated, the Chairman of AC and/or HR Manager, with a copy to the CEO, will conduct an initial assessment on the “Whistle-Blowing Report” form (Appendix B) to determine how the investigation should proceed.
The Investigation Committee will comprise Chairman of AC and two independent managers recommended by the HR Manager.
The Investigation Committee may contact the whistle-blower and any party(ies) or personnel for further information and/or any documents that can shed light to the investigation during the course of the investigation.
The Investigation Committee must exercise great care, sensitivity and timeliness whilst carrying out the investigation to avoid “misleading or wrongful” conclusions or actions which might affect the evidence of the investigation or result in wrongful accusations of any party(ies).
An investigation report will be put up by the Investigation Committee to the CEO and/or his designate(s) for review and approval. Upon approval, recommended actions will be initiated. Neither the Chairman of AC and/or the HR Manager nor the Investigation Committee has the authority to terminate any employee found guilty of any of the above action.
Investigation results are confidential and will NOT be disclosed or discussed with anyone other than those with a legitimate need to know. The whistle-blower will not be updated on the outcome of the investigations other than to receive confirmation that the matter has been dealt with by the Company. This is to safeguard all parties, including the Company.
Consolidation of all whistle-blowing activities by Chairman of AC and/or HR Manager are to be submitted on a quarterly basis (Appendix C) to the Audit Committee and Board of Directors.
The Audit Committee and Board of Directors are to review actions taken by the Company towards whistle-blowing initiatives and ensure that fraudulent practices are reviewed without prejudice or biasness, and executed with professional integrity in compliance with the Company’s Programme.

Administration

The Chairman of AC, with the assistance of the HR Manager, will be responsible for the administration of this Programme, which will be reviewed by the Board of Directors, as and when deemed appropriate.

Immunity from Disciplinary Action

The Company encourages the reporting of fraudulent practices and inappropriate activities and in pursuit thereof, shall grant administrative immunity to whistle-blowers.

A whistle-blower acting in good faith and who has not himself or herself engaged in serious misconduct or illegal conduct shall be protected from any forms of harassment, retaliation, adverse employment or career advancement consequence or discrimination, including but not limited to demotion, dismissal or reduction of compensation or privileges of employment.

Corporate Governance

Whistle-Blowing Programme

Introduction

Objectives

The objectives of the Programme are:

​

To communicate the Company's expectations of employees of the Group (hereinafter referred to as "employee(s)") in detecting fraudulent activities or malpractices;

To guide employees and any other persons on the course of action when addressing their concerns or suspicions of fraudulent activities or malpractices;

To provide a process for investigations and management reporting; and

To establish the policies for protecting whistle-blowers against reprisal by any person internal or external to the Group.

Types of Action Covered by Programme

This Programme is intended to deal with concerns about wrongdoings that fall within the following activities:

​

Financial malpractice or impropriety

Fraud or corruption or any dishonest act

Criminal activity including forgery or falsification of and alteration to Company documents/accounts

Breach of legal obligation (including negligence, breach of contracts)

Danger of destruction to and unsafe practices in the work environment

Improper conduct or unethical behaviour (eg, disclosure of confidential and proprietary information to party(ies) without prior authorization and a need-to-know basis; accepting/seeking anything of material value from business associates eg. Vendors)

Attempts to conceal any of the above

Any other similar or related inappropriate conduct or activities that might lead to other damaging implications to the Group.

The above list is not exhaustive.

Scope of Programme

This Programme applies to any of the above actions involving employees, vendors/contractors, consultants, and/or any other parties whom the Group has a business relationship with.

Programme

​

All reports of any of the above actions will be attended to with a full-scale investigation by an Investigation Committee appointed by the CEO or his designate.

​

All personnel must provide full cooperation and support to the Investigation Committee.

​

The Company views whistle-blowing seriously and acts on the following where necessary:

​

Not allow the person “blowing the whistle” to be victimized;

Treat victimization of whistle-blowers as a serious matter that may lead to disciplinary action including dismissal; and

Take disciplinary action if any employee destroys or conceals evidence of poor or unacceptable practices or misconduct or makes untrue allegations.

​

The employee or any other person who has reported a suspicion of fraudulent activities or malpractices in good faith and in compliance with the provisions of this Programme shall not be prejudiced in his position in any way as a result of the reporting.

​

Process (Appendix A)

All employees and any other persons are responsible for reporting any fraudulent practices and inappropriate activities within the Group and bringing them immediately to the attention of the Chairman of AC and staff/personnel related matters to, HR Manager, via any of the following:

​​

By contacting the office of HR or HR Manager (Telephone number: 6347 2152)

By email to office of HR (amy.lim@tiongseng.com.sg) or office of Chairman of AC (amos.ong@a3capital-asia.com)

By surface mail for the attention of the Chairman of AC or HR Manager at the following address: 30A Kallang Place, #04-01 to 04-11, Singapore 339213

The report should be factual and contain as much information as possible to facilitate proper assessment and urgency of investigative procedures.

Once whistle-blowing is initiated, the Chairman of AC and/or HR Manager, with a copy to the CEO, will conduct an initial assessment on the “Whistle-Blowing Report” form (Appendix B) to determine how the investigation should proceed.

The Investigation Committee will comprise Chairman of AC and two independent managers recommended by the HR Manager.

The Investigation Committee may contact the whistle-blower and any party(ies) or personnel for further information and/or any documents that can shed light to the investigation during the course of the investigation.

The Investigation Committee must exercise great care, sensitivity and timeliness whilst carrying out the investigation to avoid “misleading or wrongful” conclusions or actions which might affect the evidence of the investigation or result in wrongful accusations of any party(ies).

Consolidation of all whistle-blowing activities by Chairman of AC and/or HR Manager are to be submitted on a quarterly basis (Appendix C) to the Audit Committee and Board of Directors.

The Audit Committee and Board of Directors are to review actions taken by the Company towards whistle-blowing initiatives and ensure that fraudulent practices are reviewed without prejudice or biasness, and executed with professional integrity in compliance with the Company’s Programme.

Administration

The Chairman of AC, with the assistance of the HR Manager, will be responsible for the administration of this Programme, which will be reviewed by the Board of Directors, as and when deemed appropriate.

Immunity from Disciplinary Action

The Company encourages the reporting of fraudulent practices and inappropriate activities and in pursuit thereof, shall grant administrative immunity to whistle-blowers.

​